Common use of AS/IS Conveyance Clause in Contracts

AS/IS Conveyance. BUYER AGREES THAT, UPON THE CLOSING THEREOF, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THE APPLICABLE PROPERTY IN ITS THEN EXISTING CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE APPLICABLE TRANSFER DOCUMENTS. Except as expressly provided for herein or in the Lease, Buyer hereby agrees upon the Closing to release Seller and to waive any and all future claims it may have against Seller. Buyer agrees that, prior to the end of the Study Period, Buyer or its duly authorized agents will have examined and investigated to Buyer's full satisfaction the physical, economic and legal condition of the Property, and made all other inquiries Buyer deemed necessary in connection with the transaction herein contemplated. Except as expressly set forth herein or in the Lease, Buyer is satisfied to purchase the Property in its "as is" condition as of the Effective Date, reasonable wear and tear from the Effective Date excepted. Except as expressly set forth in this Agreement or in the Lease, no representations, warranties or agreements of any kind whatsoever have been made by Seller in regard to the physical or operating condition of the Property, the condition of Seller's title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Property, the expenses of operation and maintenance thereof, or any other matter or thing affecting or relating to the whole or any part of the Property, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. In arriving at its decision to purchase the Property, Buyer did not rely upon any statements by Seller, Seller's agents or employees or anyone else acting or purporting to act on Seller's behalf, except as expressly set forth in this Agreement or in the Lease. Buyer acknowledges and agrees that the Property is to be acquired subject to all notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction thereof against or affecting the Property. The provisions of this Section 15 shall survive the termination of this Agreement or the Closing Date and shall not be deemed to have merged into any of the documents executed or delivered at the Closing. To the extent required to be operative, the disclaimers and warranties contained herein are "conspicuous" disclaimers for purposes of any applicable law, rule, regulation or order. Notwithstanding anything to the contrary in this Agreement, Seller acknowledges and agrees that Buyer’s release and waiver set forth in this Section 15 is not a release and/or waiver of any of (i) the Buyer’s rights as the landlord under the Lease or (ii) the obligations and liabilities of the tenant under the Lease, and that, notwithstanding the release and waiver language in this Section 15, Buyer may pursue all of its rights and remedies available to it under the Lease.

AS/IS Conveyance. BUYER AGREES THAT, UPON THE CLOSING THEREOF, BUYER SHALL BE DEEMED TO HAVE ACCEPTED THE APPLICABLE PROPERTY IN ITS THEN EXISTING CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE APPLICABLE TRANSFER DOCUMENTS. Except as Buyer expressly provided for herein acknowledges and agrees: (a) Seller has (or in the Lease, Buyer hereby agrees upon the Closing to release Seller and to waive any and all future claims it may have against Seller. Buyer agrees that, prior to the end of the Study Period, Buyer or its duly authorized agents will have examined by the Contingency Date) made available to Buyer and investigated to Buyer's full satisfaction the physicalrepresentatives for their review and inspection all plans, economic drawings, reports and legal condition of the Property, and made all other inquiries Buyer deemed necessary in connection documents with the transaction herein contemplated. Except as expressly set forth herein or in the Lease, Buyer is satisfied respect to purchase the Property in its "Seller's actual possession or control which Buyer has requested; (b) Buyer has made (or by the Contingency Date will make) such independent factual, physical and legal examinations and inquiries as is" condition as of Buyer deems necessary and desirable with respect to the Effective Date, reasonable wear Property and tear from the Effective Date excepted. Except as expressly transaction contemplated by this Agreement; (c) except for Seller's representations and warranties set forth in this Agreement and any documents executed by Seller at the Closing, Buyer is specifically purchasing the Property on an "AS-IS WITH ALL FAULTS BASIS" and is relying solely upon Buyer's own independent factual, physical and legal investigations, examinations and inquiries and the materials and information prepared by Buyer or by third parties at Buyer's request in determining that the LeaseProperty and each portion thereof is suitable and adequate in all respects for any and all activities and uses which Buyer may elect to conduct thereon; (d) Seller is not making, no representationshas not made and expressly disclaims any representation, warranties warranty or agreements other assurance whatsoever with respect to the Property or any condition or feature thereof, including without limitation, any representation, warranty or assurance regarding the validity or accuracy of any kind whatsoever have been made documents (or the date contained therein) delivered by Seller to Buyer or made available for Buyer's review and inspection (except as otherwise set forth in regard to this Agreement); (e) Buyer shall verify the physical accuracy and reliability of such documents and date with the parties who prepared the same; and (f) Buyer is (or operating condition by the Contingency Date will be) fully acquainted with the nature and condition, in all respects, of the Property, including the condition existence or availability of Seller's title thereto, freedom all permits and approvals from defects, latent or patent, governmental authorities and the income or profit to be derived from the Property, the expenses of operation soil and maintenance geology thereof, or any other matter or thing affecting or relating to the whole or any part of the Property, and no representation, covenant or warranty shall survive the Closing, other than the Surviving Obligations. In arriving at its decision to purchase the Property, Buyer did not rely upon any statements by Seller, Seller's agents or employees or anyone else acting or purporting to act on Seller's behalf, except as expressly set forth in this Agreement or in the Lease. Buyer acknowledges and agrees that the Property is to be acquired subject to all notes or notices of violations of law or municipal ordinances, orders or requirements noted in or issued by any governmental authority having jurisdiction thereof against or affecting the Property. The provisions of this Section 15 Paragraph 7.3 shall survive the termination Close of this Agreement or the Closing Date and shall not be deemed to have merged into any of the documents executed or delivered at the Closing. To the extent required to be operative, the disclaimers and warranties contained herein are "conspicuous" disclaimers for purposes of any applicable law, rule, regulation or order. Notwithstanding anything to the contrary in this Agreement, Seller acknowledges and agrees that Buyer’s release and waiver set forth in this Section 15 is not a release and/or waiver of any of (i) the Buyer’s rights as the landlord under the Lease or (ii) the obligations and liabilities of the tenant under the Lease, and that, notwithstanding the release and waiver language in this Section 15, Buyer may pursue all of its rights and remedies available to it under the LeaseEscrow.